Exhibit 10.8
TRIBUNE COMPANY
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BONUS DEFERRAL PLAN
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McDermott, Will & Emery
Chicago, Illinois
TRIBUNE COMPANY BONUS DEFERRAL PLAN
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SECTION 1
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Introduction
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1.1. The Plan. TRIBUNE COMPANY BONUS DEFERRAL PLAN (the "Plan") has been
established by TRIBUNE COMPANY, a Delaware corporation (the "Company"),
effective as of December 14, 1993.
1.2. Purpose. The Company and certain of its subsidiaries which have adopted,
and become "Employers" under, the Plan in accordance with subsection 1.3 below,
intend through the use of the Plan (a) to offer a select group of senior
officers and other highly compensated key employees of the Employers who are
described in Section 2, the opportunity to defer the receipt of all or a portion
of any Qualifying Bonus (as defined in Section 3.3 below) which would otherwise
be payable to them currently, and (b) to provide for involuntary deferral of
certain Participants' Qualifying Bonuses in specified circumstances (as
described in subsection 3.1(b) below), for the period provided in the Plan.
1.3. Employers; Related Companies; SIP. The Company and each subsidiary of the
Company that (a) is a "Related Company" under the Tribune Company Employees'
Savings Incentive Plan (the "SIP") and (b) employs one or more employees who
have become Participants in accordance with subsection 2.1 below, shall each be
an "Employer" under this Plan. For purposes of this Plan, a "subsidiary" of the
Company shall mean any corporation, more than 50% of the voting stock of which
is owned, directly or indirectly, by the Company.
1.4. Plan Administration. The Plan will be administered and interpreted by the
Governance and Compensation Committee of the Board of Directors of the Company
(or such successor committee of said Board as shall from time to time have
responsibility for compensation matters) (the "Committee"). The Committee has,
to the extent appropriate and in addition to the powers described in subsection
3.1 below, full discretionary authority to construe and interpret the terms and
provisions of the Plan, to adopt, alter and repeal such administrative rules,
guidelines and practices governing this Plan and perform all acts, including the
delegation of its administrative responsibilities, as it shall, from time to
time, deem advisable, and to otherwise supervise the administration of this
Plan.
The Committee may correct any defect, supply any omission or reconcile any
inconsistency in the Plan, or in any election hereunder, in the manner and to
the extent it shall deem necessary to carry the Plan into effect. Any decision,
interpretation or other action made or taken in good faith by or at the
direction of the Company, the Board of Directors of the Company, or the
Committee (or any of its members) arising out of or in connection with the Plan
shall be within the absolute discretion of all and each of them, as the case may
be, and shall be final, binding and conclusive on the Company, the other
Employers and all employees and Participants and their respective heirs,
executors, administrators, successors and assigns. The Committee's
determinations hereunder need not be uniform, and may be made selectively among
eligible employees, whether or not they are similarly situated. Any actions to
be taken by the Committee will require the consent of a majority of the
Committee members.
1.5. Fiscal Year. Reference in this Plan to a "Fiscal Year" means the fiscal
year of the relevant Employer, which is a 52-53 week year ending on the last
Sunday occurring within each calendar year.
SECTION 2
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Participation
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Subject to the conditions and limitations of the Plan, each employee of an
Employer on or after the Effective Date shall become a "Participant" under this
Plan as of the first day as of which such employee:
(a) is a participant in the Tribune Company Management Incentive Plan, and
(b) has an annualized rate of Compensation (as defined in the SIP) in
excess of $150,000.
SECTION 3
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Deferral
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3.1. Election of Deferral; Automatic Deferral; Settlement Date. Subject to the
following provisions of this subsection
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3.1 and the provisions of subsection 3.2 below, within a period specified by the
Committee before each Fiscal Year that begins after the Effective Date, a
Participant may make an irrevocable written election (on a form prescribed by
the Committee) to defer receipt of all or a specified portion (in whole
multiples of 5%) of the Qualifying Bonus earned for that Fiscal Year, regardless
of the year in which that Qualifying Bonus is normally or actually paid.
Notwithstanding the foregoing provisions of this subsection 3.1:
(a) Minimum Deferral. The portion of a Participant's Qualifying Bonus
earned for any Fiscal Year which the Participant elects to defer
hereunder may not be less than $10,000.
(b) Automatic (Deemed) Election. In the case of any Participant who, with
respect to a particular Fiscal Year beginning after the Effective
Date, in the judgment of the Committee may be a "covered employee"
under Section 162(m) of the Internal Revenue Code of 1986, as amended
(the "Internal Revenue Code") for such Fiscal Year and may have
"applicable employee remuneration" (as defined in said Section) for
that year of more than $1,000,000, the Committee may determine in its
sole discretion that the Participant will be deemed and treated as
having elected to defer all or a portion of his Qualifying Bonus for
that year.
(c) Deferral of Qualifying Bonus Earned for 1994 or for First Year of
Participation. Each Participant on the Effective Date may elect prior
to January 31, 1994, to defer all or a portion of his Qualifying Bonus
earned for the 1994 Fiscal Year and payable during calendar year 1995,
in accordance with the otherwise applicable provisions of this
subsection 3.1. An employee of an Employer who becomes a Participant
during a Fiscal Year ending after 1993 may file a deferral election
under this subsection 3.2 within 30 days after the date he receives
notice that he has become a Participant (but before the end of that
Fiscal Year), which election shall be applicable to his Qualifying
Bonus for that Fiscal Year.
Any amounts which a Participant elects to defer under this subsection 3.1 shall
be deferred until the March 1 following the end of the Fiscal Year in which the
Participant's termination of employment with the Employers and other Related
Companies occurs; provided, however, that a military or personal leave of
absence granted by an Employer or Related Company shall not constitute a
termination of employment for
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this purpose; and provided further, that the Committee shall have the authority
to require deferral beyond that date to a later date to the extent necessary to
avoid or reduce a limitation on the deductibility by an Employer under Section
162(m) of the Internal Revenue Code, of the amounts so deferred. Said March 1 or
later date described in the preceding sentence shall be referred to herein as
the Participant's Settlement Date.
3.2. Limitations on Deferral Elections. The Committee may set, from time to
time, limitations on the amount of Participants' Qualifying Bonuses which may be
subject to deferral hereunder, including but not limited to establishing annual
limitations relating to particular employment positions or grades of employees.
The applicable limitations for a particular Fiscal Year shall be set forth in an
attachment to the form of deferral election relating to such year.
3.3. Qualifying Bonus. A Participant's "Qualifying Bonus" earned for any
Fiscal Year means the bonus that he is awarded under the Tribune Company
Management Incentive Plan for that Fiscal Year.
SECTION 4
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Treatment of Deferred Amounts
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4.1. Accounts. Each Employer shall maintain on its books a separate account
(the "Account") for each Participant who has deferred all or a portion of any
Qualifying Bonus from that Employer under this Plan. The amount of the
Qualifying Bonus earned for a particular Fiscal Year which the Participant
elected to defer shall be credited to such Participant's Account (on the books
of the Employer that paid that Qualifying Bonus) as of the March 1 (or the first
business day thereafter) nearest the date as of which the Qualifying Bonus was
awarded.
4.2. Increments. The balance credited to each Participant's Account shall be
deemed to earn "interest" at a rate equal to the thirty-year United States
Treasury bond rate determined as of March 1 of each year (or if that March 1 is
not a business day, then the first business day following that March 1).
Interest will be credited to Participants' accounts as of the last day of each
fiscal quarter of the Company. Any interest deemed to have been earned on the
Participant's Account balance
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shall be referred to as an "Increment" for purposes of this Plan.
4.3. Funding. The Plan and the recording of Accounts hereunder shall not
constitute a trust and shall merely be for the purpose of recording an unsecured
contractual obligation. Amounts payable under this Plan to a Participant or his
beneficiary shall be paid (i) directly by the Employers from their general
assets and/or (ii) from Tribune Company Deferred Benefit Trust, in such
proportions (if any) as the Company shall determine. The provisions of this
Plan shall not require that the Employers segregate on their books or otherwise
any amounts to be used for payments under Section 5 of this Plan, except as to
any amounts paid or payable to Tribune Company Deferred Benefit Trust.
4.4. Reports. Until the entire net credit balance in a Participant's Account
shall have been paid in full, the Participant's Employer will furnish to the
Participant a report, at least annually, setting forth transactions in, and the
status of, his Account.
SECTION 5
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Payment of Deferred Amounts
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5.1. Amount of Payment. The amount to be paid to a Participant following his
Settlement Date in a lump sum under subsection 5.3 or 5.5 below (or in the case
of installments under subsection 5.3 below, the amount from which the first
installment payment amount will be derived) shall be an amount equal to the sum
of the net credit balance in his Account as of the last day of the Fiscal Year
immediately preceding his Settlement Date, after all adjustments required to be
made to his Account as of that date have been made, plus the deferred amount (if
any) of his Qualifying Bonus for the Fiscal Year preceding the year in which his
Settlement Date occurred.
5.2. Medium of Payment. All payments of Account balances under this Plan shall
be made in cash.
5.3. Method of Payment. Subject to subsection 6.9 below, the net credit
balance in a Participant's Account shall be payable either in a single lump sum
payable as of his Settlement Date,
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or in a series of annual installments beginning as of his Settlement Date and
thereafter payable as of each subsequent anniversary thereof. In this regard,
each Participant will elect on his initial deferral election form the method of
payment of his Account (i.e., lump sum or installments) and, if payment is to be
made in installments, the number of annual installments over which his Account
balance shall be paid (the "Payout Period"). A Participant may elect a different
method of payment or Payout Period on any subsequent year's deferral election
form (validly filed during the Fiscal Year immediately preceding the Fiscal Year
in which his Settlement Date occurs), which will automatically revoke all
previous elections as to method of payment and Payout Period. If a Participant's
Account balance is paid in installments, it shall be credited with Increments
during the Payout Period at the rate from time to time determined under
subsection 4.2. The installment payment to a Participant in any year shall be in
an amount equal to the quotient obtained by dividing his Account balance as of
the last day of the preceding Fiscal Year by the number of payments remaining in
his Payout Period, including the current payment. A Participant's Payout Period
shall include not more than 15 annual installments; provided, however, that
notwithstanding the foregoing provisions of this subsection 5.3, the Committee,
in its discretion, may from time to time set a minimum dollar amount applicable
to individual annual installment payments permitted under the Plan, and may
adjust the duration of the Payout Period elected by a Participant to provide
that the dollar amount of any annual installment to that Participant is not
projected to be less than the minimum annual dollar amount in effect at the
beginning of his Payout Period.
5.4. Payment Following Death or Permanent Disability. Notwithstanding the
Payout Period selected by the Participant, if the employment of a Participant is
terminated as a result of the Participant's death or permanent disability, the
entire net credit balance in such Participant's Account may, in the sole
discretion of the Committee, become payable in a lump sum to such Participant
(or, in the case of death, to his beneficiary) on the March 1 immediately
following the Participant's death or termination of employment due to permanent
disability, or on a later date to the extent the Committee believes appropriate
to avoid or reduce a limitation on the deductibility by an Employer under
Section 162(m) of the Internal Revenue Code (or any successor provision). For
purposes of this Plan, a Participant's employment shall be deemed to have been
terminated as a result of permanent disability in the event the Participant
suffers a physical illness, injury or other impairment with respect to which the
Participant is entitled to receive bene-
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fits under the long-term disability plan maintained by the Company.
5.5. Acceleration of Payments. Notwithstanding any other provision of this
Plan to the contrary, the Committee, in its sole discretion, is empowered to
accelerate the payment of a Participant's Account or of all Participants'
Accounts (before or after any termination of employment), including conversion
to a smaller number of installment payments or to a single lump sum payment, for
any reason the Committee may determine to be appropriate without any premium or
penalty. Neither the Employers nor the Committee shall have any obligation to
make any such acceleration for any reason whatsoever.
SECTION 6
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General Provisions
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6.1. Interests Not Transferable. Except as to withholding of any tax under the
laws of the United States or any state or municipality, the interests of
Participants and their beneficiaries to amounts deferred under the Plan are not
subject to the claims of their creditors and may not be voluntarily or
involuntarily transferred, assigned, alienated or encumbered.
6.2. Controlling Law. To the extent not superseded by the laws of the United
States, the laws of Illinois shall be controlling in all matters relating to the
Plan.
6.3. Gender and Number. Where the context admits, words in the masculine
gender shall include the feminine and neuter genders, the plural shall include
the singular and the singular shall include the plural.
6.4. Action by the Company. Any action required of or permitted by the Company
under the Plan shall be by resolution of its Board of Directors or by a duly
authorized committee of its Board of Directors, or by any person or persons
authorized by resolution of its Board of Directors or such committee.
6.5. Successor to the Company or Any Other Employer. The term "Company" as
used in the Plan shall include any successor to the Company by reason of merger,
consolidation, the purchase or transfer of all or substantially all of the
Company's assets, or otherwise. The term "Employer" as used in the Plan with
respect to the Company or any of its subsidiaries shall include any successor to
that corporation by reason of merger, consolidation, the purchase or
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transfer of all or substantially all of the assets of that corporation, or
otherwise.
6.6. Facility of Payment. Any amounts payable under this Plan to any person
under a legal disability or who, in the judgment of the Committee, is unable to
properly manage his affairs may be paid to the legal representative of such
person or may be applied for the benefit of such person in any manner which the
Committee may select.
6.7. Expenses. The Employers, in such proportions as the Company determines,
shall bear all expenses incurred by them and by the Committee in administering
this Plan. If a claim or dispute arises concerning the rights of a Participant
or beneficiary amounts deferred under the Plan (including Increments thereon),
regardless of the party by whom such claim or dispute is initiated, the
Employers shall, in such proportions as the Company determines, and upon
presentation of appropriate vouchers, pay all legal expenses, including
reasonable attorneys' fees, court costs, and ordinary and necessary out-of-
pocket costs of attorneys, billed to and payable by the Participant or by anyone
claiming under or through the Participant (such person being hereinafter
referred to as the Participant's "claimant"), in connection with the bringing,
prosecuting, defending, litigating, negotiating, or settling of such claim or
dispute; provided, that:
(a) The Participant or the Participant's claimant shall repay to the
Employers any such expenses theretofore paid or advanced by the
Employers if and to the extent that the party disputing the
Participant's rights obtains a judgment in its favor from a court of
competent jurisdiction from which no appeal may be taken, whether
because the time to do so has expired or otherwise, and it is
determined that such expenses were not incurred by the Participant or
the Participant's claimant while acting in good faith; provided
further, that
(b) In the case of any claim or dispute initiated by a Participant or the
Participant's claimant, such claim shall be made, or notice of such
dispute given, with specific reference to the provisions of this Plan,
to the Committee within one year after the
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occurrence of the event giving rise to such claim or dispute.
6.8. Other Benefits. The benefits provided under the Plan shall, except to the
extent otherwise specifically provided herein, be in addition to, and not in
derogation or diminution of, any benefits that a Participant or his beneficiary
may be entitled to receive under any other plan or program now or hereafter
maintained by the Company or by any of its subsidiaries.
6.9. Withholding. The Employers shall have the right to deduct from any payment
to be made pursuant to this Plan any federal, state or local taxes required by
law to be withheld. The Employers shall have the further right to deduct from
any other payment to be made to a Participant any federal, state or local taxes
required to be withheld with respect to amounts deferred under this Plan.
6.10.No Obligation. Neither this Plan nor any elections hereunder shall create
any obligation on the Employers to continue any other existing award plans or
policies or to establish or continue any other programs, plans or policies of
any kind. Neither this Plan nor any election made pursuant to this Plan shall
give any Participant or other employee any right with respect to continuance of
employment by the Employers or any subsidiary or of any specific aggregate
amount of compensation, nor shall there be a limitation in any way on the right
of the Employers or any subsidiary by which an employee is employed to terminate
such employee at any time for any reason whatsoever or for no reason, nor shall
this Plan create a contract of employment.
6.11. Designation of Beneficiary. In the event of the death of a Participant,
the amount payable under Section 5.5 hereof shall, unless the Participant shall
designate to the contrary as provided below, thereafter be made (a) to such
person or persons who, as of the date payment is to be made under this Plan,
would receive distribution of the Participant's account balances, if any, under
the terms of the SIP, or (b) if the Participant is not a participant in the SIP
at the time of his death, then to his surviving spouse or (if there is no
surviving spouse) to his estate. Notwithstanding the preceding sentence, a
Participant may specifically designate the person or persons (who may be
designated successively or contingently) to receive payments under this Plan
following the Participant's death by filing a written beneficiary designation
with the
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Committee during the Participant's lifetime. Such beneficiary
designation shall be in such form as may be prescribed by the Committee and may
be amended from time to time or may be revoked by the Participant pursuant to
written instruments filed with the Committee during his lifetime. Beneficiaries
designated by a Participant may be any natural or legal person or persons,
including a fiduciary, such as a trustee of a trust or the legal representative
of an estate. Unless otherwise provided by the beneficiary designation filed by
a Participant, if all of the persons so designated die before a Participant on
the occurrence of a contingency not contemplated in such beneficiary
designation, then the amount payable under this Plan shall be paid to the person
or persons determined in accordance with the first sentence of this subsection
6.11.
6.12. Liability. No member of the Board of Directors of the Company or any
Employer, no employee of an Employer and no member of the Committee (nor the
Committee itself) shall be liable for any act or action hereunder whether of
omission or commission, by any other member or employee or by any agent to whom
duties in connection with the administration of the Plan have been delegated or,
except in circumstances involving his bad faith, gross negligence or fraud, for
anything done or omitted to be done by himself. The Employers will fully
indemnify and hold the members of the Committee harmless from any liability
hereunder, except in circumstances involving a Committee member's bad faith,
gross negligence or fraud. The Company or the Committee may consult with legal
counsel, who may be counsel for the Company or other counsel, with respect to
its obligations or duties hereunder, or with respect to any action or proceeding
or any question of law, and shall not be liable with respect to any action taken
or omitted by it in good faith pursuant to the advice of such counsel.
SECTION 7
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Amendment and Termination
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While the Employers expect to continue the Plan, the Company must necessarily
reserve and reserves the right to amend the Plan from time to time or to
terminate the Plan at any time. However, neither an amendment of Plan nor
termination of the Plan may, without the Participant's consent adversely affect
any deferred amounts or Increments already credited to his Account as of the
date such amendment is made or the termination of the Plan occurs and which, but
for such amendment or
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termination, are payable under this Plan on, or would become payable under this
Plan after, the date such amendment is made or the termination of the Plan
occurs.
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